Walmart Shareholders Vote Down Majority of Proposals at Annual Meeting

Walmart shareholders held their annual meeting virtually online on June 5, 2024, with roughly 91% of all outstanding shares represented, and saw the rejection of most of the proposals on the agenda. Shareholders were presented with a sample proxy ballot in April outlining the proposals up for a vote. A full scanned sample PDF version of the Walmart proxy ballot is made available online to check out.

Shareholders approved the election of all 11 director nominees. Brian Niccol, chairman and CEO of Chipotle Mexican Grill, was elected to the Board, replacing Rob Walton, who retired after more than 40 years of service. Each nominee received over 94% of the votes cast, excluding abstentions and broker non-votes. The voting percentages for each nominee were as follows:

• Cesar Conde: 99.6%
• Timothy P. Flynn: 98.9%
• Sarah J. Friar: 99.6%
• Carla A. Harris: 96.8%
• Thomas W. Horton: 94.2%
• Marissa A. Mayer: 98.1%
• C. Douglas McMillon: 99.6%
• Brian Niccol: 99.8%
• Gregory B. Penner: 98.6%
• Randall L. Stephenson: 97.4%
• Steuart L. Walton: 99.5%

Shareholders approved two significant proposals:

1. Executive Compensation: The advisory vote on executive compensation received 92.3% approval.
2. Auditors: The ratification of Ernst & Young LLP as Walmart’s independent accountants was approved with 98.2% of the vote.

Seven shareholder proposals were presented but did not receive the majority of votes needed for approval:

1. Advance Notice Proposal: Received less than 0.01% approval.
2. Pork Supply Chain: Proposal to publish targets for transitioning from gestation crates received 12.5% approval.
3. Racial Equity Audit: Received 15.4% approval.
4. Human Rights Impact Assessments: Received 11.5% approval.
5. Compensation Policy Optimization: Received 4.4% approval.
6. Civil Liberties Report: Received 0.5% approval.
7. Workplace Safety & Violence Review: Received 19.1% approval.
8. Financial Sustainability Report: Received 0.4% approval.

Walmart will disclose the official voting results for each item in a report filed with the Securities and Exchange Commission. This report will provide detailed information on the outcomes of all proposals presented at the meeting.

The election of Brian Niccol to the Board and the rejection of several proposals highlight the strategic decisions and priorities of Walmart’s shareholders as the company continues to navigate its role as a leading global retailer.